Edward Hill, III
About Edward Hill, III
Dr. Edward Hill, III, 60, has served as an independent director of Eagle Financial Services, Inc. (Bank of Clarke) since 2022. He is an MD/JD and physician executive, entrepreneur, and informatics researcher with 37 years of experience operating and providing board oversight for medical research and IT-oriented professional services companies, including founding roles at Forensic Perinatal, Inc., Fetal Cerebral, Inc., and Alpharix Partners, LLC (Northern Virginia) . He is classified by the Board as independent under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Forensic Perinatal, Inc. | Founding member; physician executive | Not disclosed | Clinical medical research leadership/oversight |
| Fetal Cerebral, Inc. | Founding member | Not disclosed | Neuro–information technology R&D oversight |
| Alpharix Partners, LLC | Founding member | Not disclosed | Biomedical informatics R&D oversight |
External Roles
| Organization | Role | Type | Notes |
|---|---|---|---|
| None disclosed | — | — | The proxy provides no other public company directorships for Dr. Hill . |
Board Governance
- Independence: The Board determined Dr. Hill is independent under Nasdaq listing standards .
- Committee assignments: Audit Committee member; the Audit Committee met five times in 2024. Committee members (all independent) included Mrs. Nelson and Messrs. Gilpin, Hamberger, Hill, and Smalley. Mrs. Nelson is designated the audit committee financial expert (Hill is not the financial expert) .
- Leadership structure: Separate Chair and CEO; independent Chairman; no Lead Director currently needed due to separation .
- Attendance: In 2024, the Company and Bank Boards each held 11 meetings; all directors attended >75% of aggregate Board and committee meetings, and all directors attended the 2024 Annual Meeting .
- Executive sessions: Independent directors met three times in 2024 .
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) | Equity Granted | Grant Date | Grant Price/Share | Vesting |
|---|---|---|---|---|---|---|---|
| 2024 | 31,600 | 18,000 | 49,600 | 600 RS (restricted stock) | Jan 2, 2024 | 30.00 | Vested in Dec 2024; no director RS outstanding at 12/31/2024 |
| 2023 | 27,200 | 21,570 | 48,770 | 600 RS | Jan 3, 2023 | 35.95 | Vested in Dec 2023; no director RS outstanding at 12/31/2023 |
Notes:
- Director pay structure: Retainer $25,000 for directors; Chairman retainer $37,000. Committee chair retainers: Audit $4,000, Compensation $2,000. Meeting fees: Audit/Compensation $400 per meeting; all other Bank committees $200 per meeting. Equity awarded under Stock Incentive Plan in addition to cash compensation .
Performance Compensation
| Performance Metric | Applies to Non-Employee Directors? | Details |
|---|---|---|
| Performance-based equity or cash metrics (e.g., TSR, EPS, ROE) | No | Director equity grants are time-based restricted stock that vests within the year; proxy discloses no performance conditions for director equity . |
Other Directorships & Interlocks
- No other public company directorships disclosed for Dr. Hill in the proxy; his outside roles are founder/executive in private research and informatics entities (see Past Roles) .
Expertise & Qualifications
- MD/JD; physician executive and entrepreneur with clinical and biomedical informatics research background; medical jurisprudence experience .
- Serves on the Audit Committee; Board considers all Audit members independent; designated financial expert is Cary C. Nelson (CPA), not Hill .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Edward Hill III | 2,900 | <1% (company disclosure) | Shares outstanding: 5,378,653 (as of Mar 21, 2025) . Approximate computed ownership ≈0.05% (=2,900/5,378,653) based on disclosed figures . |
| Unvested director equity at 12/31/2024 | 0 | — | Proxy states each non-employee director had no restricted stock outstanding at year-end 2024 . |
Policies and red flags:
- Anti-hedging: The Company currently does not have policies that hedge or offset decreases in the market value of its common stock (no formal anti-hedging/anti-pledging policy disclosed) .
- Related party transactions: The Company has not adopted a formal policy for review/approval of related person transactions; Board reviews proposed transactions; Audit Committee reviews significant conflicts. Director/officer loans and deposits occur in the ordinary course on market terms; aggregate balances $5,650,159 (loans) and $7,438,909 (deposits) at Dec 31, 2024 .
Governance Assessment
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Positives
- Independent director with relevant analytical and risk oversight exposure; sits on Audit Committee; committee composed entirely of independent directors; five meetings in 2024; independent financial expert designated on committee .
- Strong engagement signals: all directors >75% attendance; all attended 2024 Annual Meeting; three independent director executive sessions .
- Clear, modest director pay structure with transparent fee schedule; equity delivered in stock that vests within the year, aligning compensation with share performance during the year .
- Use of independent compensation consultant (Pearl Meyer/independent advisor David Jones) for pay and governance support is a best-practice indicator .
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Watch items / RED FLAGS
- No formal anti-hedging policy currently in place (explicitly stated) — potential misalignment risk if directors hedge exposure .
- No formal related person transaction policy (Board reviews case-by-case) — process gap versus larger-cap governance norms; though transactions are stated to be on market terms and subject to Regulation O .
- Equity ownership appears relatively small (2,900 shares; <1%) — modest “skin-in-the-game”; no director stock ownership guidelines disclosed in the proxy .
-
Compensation structure observations
- Equity grants to directors appear fixed-share (600 shares annually) with grant-date value varying with share price ($35.95 in 2023 vs. $30.00 in 2024) — equity mix moved down YoY due to price, not policy change .
- No performance-based metrics in director compensation — standard for many community banks but limits explicit pay-performance linkage for directors .
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Compliance and filings
- Section 16(a) filings: Company disclosed delinquencies for an initial Form 3 (Mr. Smith) and one report for Mr. Milleson; no delinquencies disclosed for Dr. Hill in 2024 .